Terms & Conditions | Covance
1. Food and Dietary Supplement Testing.
Covance services are food and dietary supplement related testing or consulting services. If Buyer requires testing of a material for pharmaceutical purposes, it must notify Covance in writing and agree as to the separate testing standards that shall apply. Other than separate testing standards for materials to be used for pharmaceutical purposes, all other terms and conditions herein shall apply to services provided by Covance. The results of the analysis only represent the actual sample that was submitted to Covance.
2. Price; Payment.
Prices are subject to change without notice, unless otherwise agreed in writing between Buyer and Covance. Price does not include any local, state, federal or foreign sales or use taxes, excise taxes, goods and services tax, value added tax, country-specific business or professional services tax or similar tax on international services or foreign entities providing services, consumption taxes or shipping charges. Buyer shall assume and be solely responsible for any such taxes. Taxes imposed on Covance’s income shall remain the responsibility of Covance. Invoices are due and payable in full within 30 days of receipt. Late payments may be subject to interest charges. For Consulting Services, fifty percent of the estimated consulting fees and expenses will be billed upon consulting start date. The remaining consulting costs will be invoiced on a monthly basis until completion of consulting activities. Covance reserves the right to halt or terminate consulting services if fifty percent payment is not received within five days of consulting start date.
3. Conditions of Sale.
Buyer, for purposes of all transactions, shall be the party who pays Covance for its services even if Covance supplies a third party, at the request of Buyer, with study reports or other information. All sales are made expressly conditioned upon Buyer's acceptance of these Terms and Conditions. Any terms and conditions (including any on a Buyer form, including a purchase order) which are different than, inconsistent with or supplemental to these Terms and Conditions are rejected unless otherwise expressly agreed in writing by Covance. No modification of these Terms and Conditions shall be binding or enforceable unless expressly agreed in writing by Covance. Covance and Buyer are the sole parties in interest in connection with the services performed by Covance hereunder and nothing herein shall give rise to or be construed as creating any direct or beneficial right in or on behalf of any third party.
4. Study Terms.
Any data analyses and reports will be prepared in Covance’s standard format and in accordance with Covance’s Standard Operating Procedures, unless otherwise agreed in writing. Covance must be notified in writing before the commencement of any work if Buyer has any specific documentation requirements relating to the testing. Covance shall use commercially reasonable efforts in accordance with industry standards to provide facilities, supplies and staff necessary to perform a study as agreed by Covance. The foregoing is Covance’s sole warranty and Covance disclaims any other express or implied warranties, including that study results or report formats will meet the approval of regulatory agencies. Covance is not responsible to repeat testing that does not meet regulatory approval.
Buyer will provide Covance with sufficient amounts of all materials to be tested and all data necessary to inform Covance of proper storage requirements for the materials. If Buyer is unable to supply Covance with test materials or information required to start or perform a study by no later than two weeks prior to an agreed study start date, Covance may reallocate resources and will not be obligated to perform according to previously agreed study start or completion dates.
Buyer shall designate a representative who will have responsibility for all matters relating to performance of a study on its behalf.
5. Report Terms.
The term "Less Than" or the symbol (<) is used to signify the lower limit of quantization of the procedure under the conditions employed. The use of the term "Less Than" of (<) does not imply that traces of analyte were present.
The term "None Detected" is used to report assay results where detection limits have been established for the method but acceptable residue levels have not been defined by the industry or by federal law or when the method does not define detection limits.
Certificates of Analysis Covance issues for testing conducted for or on behalf of Buyer will report only those compounds requested by or for the Buyer to be tested. Covance's standard testing process may determine the presence of additional (i.e. un-requested) compounds; however, the Certificate of Analysis will not include results regarding such un-requested compounds. Upon receipt of any Certificate of Analysis, Buyer may contact Covance if it wants a complete listing of all compounds determined during testing.
Samples submitted to Covance for routine analysis will be retained for a minimum of thirty (30) days after the report of analysis is issued. Extended storage requirements must be brought to the attention of Covance prior to or at the time of sample submission. Covance, at its discretion, may charge for such extended storage.
Analytical Method Summaries will be supplied to Buyer upon request. Detailed copies of in-house laboratory procedures may be reviewed by Buyer or its agent during a site visit, but may not be copied without the consent of Covance.
Analyses conducted by Covance on materials to be used for non-pharmaceutical purposes are in compliance with applicable regulations for Food, Dietary Supplements, and Infant Formula. Any analysis Buyer requires to be done for materials used for pharmaceutical purposes shall be subject to separate regulatory standards to be agreed by Covance and Buyer. Covance does not imply that its methods have been validated in the client’s specific matrix unless specifically contracted by the client.
9. Data and report maintenance.
Data and Certificates of Analyses for non-pharmaceutical material analysis will be maintained by Covance for a minimum of five (5) years. Data and reports for pharmaceutical-use materials must be agreed by Covance and Buyer regarding maintenance either in Covance's archives or transferred to Buyer to be retained for compliance with the regulations.
10. Confidentiality; Litigation Support.
Reports are submitted to Buyer on a confidential basis. No reference to the work, the results, or Covance, in any form of advertising, news release, or other public announcements may be made without prior written consent of Covance. Buyer representatives granted access to Covance’s facilities for a laboratory visit may have access to Covance confidential and proprietary information, including, but not limited to Covance’s sales, costs, customers, employees, products, services, apparatus, equipment, processes, formulae and marketing information or the organization, business or finances of Covance. All such Covance confidential and proprietary information obtained or observed by Buyer during such visits shall remain the sole property of Covance and Buyer agrees to keep such information confidential and shall not use or disclose it to any third party without Covance's prior written consent. If Covance is required by law to provide testimony or records regarding any testing or services provided hereunder in any legal or administrative proceeding, for any reason other than improper performance by Covance, then Buyer shall reimburse Covance for its reasonable costs, including the cost for time spent preparing and providing such information.
If Client is engaging Covance for testing services related to, or which may be used by Client for, litigation support, Client must disclose such purpose to Covance. Covance will decide, in its sole discretion, as to whether it is willing to perform such testing since it may be against the interests of other actual or prospective clients, or against Covance's commercial interests. Client represents and warrants that any testing it requests Covance to perform will not be used against other food or supplement manufacturers, sellers or their agents. Client agrees that if Covance performs such testing and is later requested by Client and elects to do so, or is required to testify relating to the services, all reasonable costs for Covance time spent preparing and testifying and expenses associated with such testifying will be paid by Client.
In the event of a material error by Covance (i) in the performance of analysis which renders the Certificate of Analysis invalid or (ii) in the performance of any consulting services, Covance's sole obligation to Buyer shall be for Covance, at its option, to either (a) repeat the analysis or consulting services at Covance's own cost, or (b) refund or credit to Buyer the invoiced amount. In no event shall Covance's liability in connection with any sale hereunder exceed the contract price paid for the service in issue. Covance's liability, regardless of the form of action, shall not exceed the foregoing limitation of liability. IN NO EVENT WILL BUYER BE ENTITLED TO, NOR SHALL COVANCE BE RESPONSIBLE FOR, IN CONTRACT OR IN TORT, ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGE (INCLUDING LOST PROFITS OR REVENUE) ARISING IN CONNECTION WITH COVANCE'S DEFAULT OR BREACH OF ITS PERFORMANCE OBLIGATIONS.
Buyer shall indemnify Covance from any loss, cost, damage or expense (including reasonable attorneys’ fees) from any lawsuit, action, claim, demand or proceeding arising from or associated with, directly or indirectly, Covance’s execution and/or performance of its services hereunder.
13. Force Majeure.
Either Covance or Buyer shall be excused from performance hereunder if its performance is delayed or prevented by any event beyond the reasonable control of such party (except for Buyer's liability to pay for services).
This site is for the exclusive use of Covance SampleKinect® clients (including their authorized employee or representatives, "Users"). Any other attempted use is unauthorized and unlawful.
Covance has security procedures in place for the purpose of protecting the security of data available through SampleKinect®, both technical and operational measures, including restricted access to databases, the use of 128-bit Secure Socket Layer encryption to prevent unauthorized access to system data, and the reporting of unauthorized use to the Covance system security unit. Covance uses commercially reasonable efforts to maintain security procedures at least as secure as the foregoing procedures. However, Covance does not guarantee the security of the Internet (including that 128-bit encryption cannot be broken or de-encrypted) and, thus, Covance disclaims any liability as regards the security or confidentiality of data available through SampleKinect®, except for responsibility arising from a breach of the above representations. Covance encourages the use of passwords by our users on the devices they utilize to access SampleKinect® to further protect against inadvertent disclosure of data.
- Modify, copy or create derivative works based on SampleKinect®
- Reverse engineer, disassemble or decompile SampleKinect® in any manner
- Resell, sublicense, lease, or time-share SampleKinect®
- Publish the results of any benchmark tests run on SampleKinect®
- Use SampleKinect® to build a competitive product or service or for the purpose of copying its features or user interface.
Conditions regarding Updated CoAs Covance sends effective CoAs to clients based on client representative/contact information provided to Covance with the client’s sample. Users may also access and print a CoA from SampleKinect®.
Where it is required to do so, Covance is registered as a data controller under the data protection laws of each of the countries where it operates. Covance takes all reasonable care when dealing with personal information and we are committed to ensuring that the collecting and processing of data complies with the following Data Protection Principles:
Personal data must:
- Be fairly and lawfully processed.
- Be processed for specified and lawful purposes.
- Be adequate, relevant and not excessive.
- Be accurate and where necessary kept up to date.
- Not be kept longer than necessary.
- Be processed in accordance with the data subject's rights.
- Be secure.
- Not to be transferred to countries without adequate protection.
1. Information Collected.
By Personal Information we mean information which identifies or is capable of identifying an individual, including our clients, employees, and vendors. Personal Information may include, but is not limited to, first and last name, company information, and home or other physical address, email address, and phone number or other contact information.
You may be asked to provide Personal Information when you use our website, or otherwise work with Covance.
From time-to-time, we may request information from you via surveys. Participation in these surveys is completely voluntary, and, therefore, you have the choice of whether or not to disclose such information. Information requested may include contact information (such as name, correspondence address and telephone number), and demographic information (such as zip or postal code).
2. Means of Collecting & Processing Data.
We may automatically collect certain data and receive Personal Information about you where you provide such information through our website or other communications and interactions with Covance. We may also receive Personal Information from service providers that refer you to the SampleKinect® site, and from customer lists lawfully acquired from third party vendors.
3. Information Use.
We use the Personal Information we collect from you to carry out certain business requirements and for other purposes related to the operation of our services. Sometimes we may need to share your Personal Information with other Covance businesses and third parties. This may happen, for example, where it is necessary for the purposes of our own legitimate interests or for those of a third party.
Disclosure of information to the above mentioned recipients may involve disclosure outside the country in which you reside and/or European Economic Area. Covance endeavors to ensure, as far as they are able, that the third party provides an equivalent level of protection for your privacy.
4. Keeping information up to date.
We will only retain information about you which is necessary for purposes as described above and will take all reasonable steps to ensure that it is kept up to date and accurate. From time to time we may ask you to review and update the information in accordance with this policy. We will only hold this information for as long as it is appropriate to your relationship with Covance, or as long as it is necessary to comply with any legal obligation.
You may contact us at Covance Inc., 210 Carnegie Center, Princeton, New Jersey 08540, United States of America, c/o General Counsel if you: 1) want to confirm the accuracy of the Personal Information we have collected about you; 2) would like to update your Personal Information or delete your Personal Information; and/or 3) have any complaint regarding our use of your Personal Information. If requested, we will change any information you have provided to us or mark any information to prohibit future use, provided that you provide evidence as we may reasonably require for such changes and sufficient information to enable us to locate your Personal Information.
If having seen the information, you find that it is inaccurate you can notify Covance who will make the necessary amendments and confirm to you that these have been made.
If in the event that you withdraw your consent for your Personal Information to be processed, no further data that includes your Personal Information will be collected or processed by Covance.
Covance holds data securely in a form that does not directly contain Personal Information, and in addition Covance invests in the following forms of security:
- employees/workers who have access to the information are aware of their obligations when handling the data, in accordance with employee privacy and confidentiality policies;
- hard copies of the data are kept in a secure filing area with restricted access;
- a multi-tiered approach to computer security which works on the following levels:
- multiple levels of firewall and intrusion protection solutions from multiple vendors;
- a managed approach to network access;
- a structured approach to permission to network;
- regular testing to ensure integrity and security of network;
- printed material is disposed of securely, for example, by shredding; and
- information is only kept for limited and legitimate purposes and only until such time as it is no longer relevant to the business.
8. International Transfers.
Personal Information collected by Covance may be stored and processed in any country in which we or our affiliates, suppliers, subsidiaries or agents maintain facilities, and by using the SampleKinect® website or otherwise engaging in business with us, you consent to any transfer of information outside of your country (including to countries which may not have been assessed as having adequate privacy laws). Nevertheless, we take steps to ensure that our affiliates, agents, subsidiaries and suppliers comply with our standards of privacy regardless of their location.
If we should ever file for bankruptcy or be acquired by a third party, merge with a third party, sell all or part of our assets, or otherwise transfer substantially all of our relevant assets to a third party, we are entitled to share the Personal Information and all other information you have provided to us through to potential and subsequent business and merger partners.
Covance’s liability to Buyer for loss, damage, delay or non-delivery/non-collection of any samples dispatched by Covance to Buyer or to any third party in connection with the Services requested by Buyer is strictly limited to such sums as are recoverable from the carriers under any applicable national/international conventions, rules or agreements.